ACCOUNTS - Final Accounts

Creditors: amounts falling due within one year

Registered number: 13848998

MA MICRO LIMITED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

MA MICRO LIMITED

CONTENTS

	Page
Company information	1
Balance sheet	2 - 3
Statement of changes in equity	4
Notes to the financial statements	5 - 18

MA MICRO LIMITED

COMPANY INFORMATION

Directors	R Brough
	S P Hancock
	M J Meyohas
	A B Nassar
	E S Wertheimer


Registered number	13848998


Registered office	22 Baker Street
	London
	W1U 3BW


Independent auditor	Blick Rothenberg Audit LLP
	Chartered Accountants & Statutory Auditor
	16 Great Queen Street
	Covent Garden
	London
	WC2B 5AH

Page 1

REGISTERED NUMBER:13848998

MA MICRO LIMITED

BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	5		13,432,672		13,412,461
Tangible assets	6		429,329		477,450
Investments	7		189		153,658
			13,862,190		14,043,569
Current assets
Stocks	8	43,112		-
Debtors: amounts falling due after more than one year	9	71,456		84,516
Debtors: amounts falling due within one year	9	6,946,200		546,300
Cash at bank and in hand		1,657,399		588,346
		8,718,167		1,219,162
Creditors: amounts falling due within one year	10	(1,126,403)		(1,003,109)
Net current assets			7,591,764		216,053
Total assets less current liabilities			21,453,954		14,259,622
Creditors: amounts falling due after more than one year	11		(25,445,541)		(11,745,158)

Net (liabilities)/assets			(3,991,587)		2,514,464

Page 2

REGISTERED NUMBER:13848998

MA MICRO LIMITED

BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Capital and reserves
Called up share capital	12	3,429	3,429
Share premium account		3,018,000	3,018,000
Foreign exchange reserve		30,216	-
Other reserves		6,515,787	6,515,787
Profit and loss account		(13,559,019)	(7,022,752)
Total (deficit)/ equity		(3,991,587)	2,514,464

The company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

S P Hancock

Director

Date: 23 December 2025

The notes on pages 5 to 18 form part of these financial statements.

Page 3

MA MICRO LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Foreign exchange reserve	Other reserves	Profit and loss account	Total equity
	£	£	£	£	£	£
At 1 January 2023	1,000	-	-	-	(1,115,503)	(1,114,503)
Comprehensive income for the year
Loss for the financial year	-	-	-	-	(5,907,249)	(5,907,249)
Convertible loan note issued	-	-	-	6,515,787	-	6,515,787
Contributions by and distributions to owners
Shares issued during the year	2,429	3,018,000	-	-	-	3,020,429

At 1 January 2024	3,429	3,018,000	-	6,515,787	(7,022,752)	2,514,464
Comprehensive income for the year
Loss for the financial year	-	-	-	-	(6,269,114)	(6,269,114)
Accumulated retained earnings in a branch (Note 8)	-	-	-	-	(267,153)	(267,153)
Foreign exchange movement	-	-	30,216	-	-	30,216
At 31 December 2024	3,429	3,018,000	30,216	6,515,787	(13,559,019)	(3,991,587)

The notes on pages 5 to 18 form part of these financial statements.

Page 4

MA MICRO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

MA Micro Limited is a private company limited by shares incorporated in England and Wales. The address of its registered office is 22 Baker Street, London, England, W1U 3BW.

The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies (see note 3).

The company is a parent undertaking of a small group and as such is not required to prepare group accounts as set out in section 383 of the Companies Act 2006. These financial statements present information about the company as an individual entity and not about its group.

The following principal accounting policies have been applied:

2.2

Going concern

The company's ability to continue trading is dependent on ongoing financial support from its parent undertaking. The directors are in receipt of a letter from the company's parent undertaking and a related entity confirming the financing arrangement the company's parent undertaking has with its investors. The letter also confirmed that the company's parent and its investors have the means and willingness to continue to meet their obligations under these facilities.

The directors are in the process of securing additional funding for the group beyond the existing facilities. Having considered post year end trading and financial results, cash reserves and committed and potential borrowing facilities, the directors believe that the group has sufficient resources to support the company and therefore have a reasonable expectation that the company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future being a period of not less than 12 months from the date that these financial statements were approved. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.

Page 5

MA MICRO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the company has transferred the significant risks and rewards of ownership to the buyer;

∙the company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the company will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

2.4

Operating leases: the company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

2.5

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 6

MA MICRO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.9

Pensions

Defined contribution pension plan

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.

2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the company can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.11

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the company but are presented separately due to their size or incidence.

Page 7

MA MICRO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.12

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the profit and loss account over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:

Intellectual property	-	10	years
Development expenditure	-	10	years
Goodwill	-	10	years

2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Long-term leasehold property	-
Plant and machinery	-	Straight line over 3 years
Fixtures and fittings	-	Straight line over 3 years
Office equipment	-	Straight line over 3 years
Computer equipment	-	Straight line over 3 years
Tooling moulds	-	Depreciated when brought into use

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 8

MA MICRO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.15

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.16

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

2.17

Share capital

Ordinary shares are classified as equity.

The share premium reserve includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

2.18

Financial instruments

The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.

Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

The company’s policies for its major classes of financial assets and financial liabilities are set out below.

Financial assets

Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Page 9

MA MICRO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

Financial instruments (continued)

Financial liabilities

Basic financial liabilities, including trade and other creditors and loans from fellow group companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Impairment of financial assets

Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets and financial liabilities

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Offsetting of financial assets and financial liabilities

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Page 10

MA MICRO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.19

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is Sterling (£).

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Nonmonetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

All foreign exchange gains and losses are also presented in profit or loss within 'administrative expenses'.

2.20

Convertible debt

The proceeds received on issue of the company's convertible debt are allocated into their liability and equity components and presented separately in the balance sheet.

The amount initially attributed to the debt component equals the discounted cash flows using a market rate of interest that would be payable on a similar debt instrument that did not include an option to convert.

The difference between the net proceeds of the convertible debt and the amount allocated to the debt component is credited direct to equity and is not subsequently remeasured. On conversion, the debt and equity elements are credited to share capital and share premium as appropriate.

Transaction costs that relate to the issue of the instrument are allocated to the liability and equity components of the instrument in proportion to the allocation of proceeds.

Page 11

MA MICRO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements in conformity with adopted FRS102 requires management to make judgements, estimates and assumptions that affect the application of the company’s accounting policies, which are described in note 2, with respect to the carrying amounts of assets and liabilities at the date of the financial statements, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. These judgements, estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, including current and expected economic conditions. Although these judgements, estimates and associated assumptions are based on management’s understanding of current events and circumstances, the actual results may differ.

Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.

The judgements, estimates and assumptions which are of most significance in preparing the company’s financial statements are detailed below:

(i) Impairment of intangible assets

The company tests intangible assets for impairment if there are indications that amounts may be impaired. The impairment analysis for such assets is based principally upon discounted estimated future cash flows from the use and eventual disposal of the assets. Such an analysis includes the estimation of future results, cash flows, annual growth rates and discount rates.

(ii) Convertible loan note

The proceeds received on issue of the company's convertible debt are allocated into their liability and equity components and presented separately in the balance sheet.

The amount initially attributed to the debt component equals the discounted cash flows using a market rate of interest that would be payable on a similar debt instrument that did not include an option to convert.

The directors have exercised judgment in estimating the market rate of interest on which to discount the cash flows to attribute the equity and debt components of the convertible loan note.

Changes to the estimated discount rate could have a material impact on the calculation of the debt and equity elements.

(ii) Recoverability of balances due from related parties

The company is owed balances from various related parties totalling £7,728,154 (2023: £1,773,904) at the reporting date. Management periodically review the recoverability of these balances and consider whether or not a provision should be included. In determining whether there is need for such a provision, management is required to determine their best estimate of future expected cash flows. In arriving at this estimate, management consider the future prospects of related parties using information available at the reporting date. As a result of these procedures, management have recognised an impairment of £1,486,984 at 31 December 2023. The directors deem no further impairment or reversal of the previous impairment is required in the year ended 31 December 2024.

Estimates and judgements on the key assumptions are continually evaluated. Changes in key assumptions could affect the carrying amounts of assets, and impairment charges and reversals will affect income.

Page 12

MA MICRO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

4.	Employees
	The average monthly number of employees, including the directors, during the year was 29 (2023: 17).

5.	Intangible assets

	Intellectual property	Development expenditure	Goodwill	Total
	£	£	£	£
Cost
At 1 January 2024	13,091,265	-	769,290	13,860,555
Additions	22,235	1,393,322	-	1,415,557
At 31 December 2024	13,113,500	1,393,322	769,290	15,276,112
Amortisation
At 1 January 2024	423,224	-	24,870	448,094
Charge for the year	1,318,079	-	77,267	1,395,346
At 31 December 2024	1,741,303	-	102,137	1,843,440
Net book value
At 31 December 2024	11,372,197	1,393,322	667,153	13,432,672
At 31 December 2023	12,668,041	-	744,420	13,412,461

During the year ended 31 December 2023, the company purchased the intellectual property of VanMoof Inc. and recognised goodwill as a result of the acquisition of the VanMoof group.

During the year ended 31 December 2024, the company purchased patents amounting to £22,235.

Intellectual property and goodwill are amortised over a period of 10 years.

During the year ended 31 December 2024, the company capitalised £1,393,322 of development expenditure. Development expenditure will start to be amortised once revenue is generated which is expected to be in 2025.

The directors anticipate an amortisation period of 10 years.

At 31 December 2024 the directors performed an impairment review of the company's intangible fixed assets and concluded the recoverable amount is in excess of the carrying book value.

Page 13


MA MICRO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

	6.	Tangible fixed assets

	Long-term leasehold property	Plant and machinery	Fixtures and fittings	Office equipment	Computer equipment	Tooling moulds	Total
	£	£	£	£	£	£	£
Cost
At 1 January 2024	-	5,100	170,953	3,713	56,871	251,813	488,450
Additions	19,175	-	-	15,401	13,325	-	47,901
At 31 December 2024	19,175	5,100	170,953	19,114	70,196	251,813	536,351
Depreciation
At 1 January 2024	-	425	5,527	309	4,739	-	11,000
Charge for the year	9,628	1,700	56,553	5,586	22,555	-	96,022
At 31 December 2024	9,628	2,125	62,080	5,895	27,294	-	107,022
Net book value
At 31 December 2024	9,547	2,975	108,873	13,219	42,902	251,813	429,329
At 31 December 2023	-	4,675	165,426	3,404	52,132	251,813	477,450

Tooling moulds will be depreciated once brought into use.

Page 14

MA MICRO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

7.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost
	At 1 January 2024	153,658
	Disposals	(153,469)
	At 31 December 2024	189

During the year ended 31 December 2024, the company transferred the share capital of a subsidiary undertaking to another company within the group. The investment value transferred was £89.

During the year ended 31 December 2023, an entity within the group was accounted for as a subsidiary undertaking of the company and shown as an investment. During the year ended 31 December 2024, the directors were made aware this entity is a branch of the company as opposed to a subsidiary. The directors have concluded the effect on the comparative 31 December 2023 and years prior, is not material and no restatement of the prior year comparatives has been made. The accumulated retained earnings of the branch at 1 January 2024 is shown in the statement of changes in equity as an adjustment to retained earnings. The results of the branch for the year ended 31 December 2024 have been included in these financial statements.

8.	Stocks
		2024	2023
		£	£

	Finished goods and goods for resale	43,112	-

Page 15

MA MICRO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

9.	Debtors
		2024	2023
		£	£

Due after more than one year
Other debtors	71,456	84,516

					2024	2023
					£	£

Due within one year
Trade debtors	52,113	78,640
Amounts owed by group undertakings	6,241,170	286,920
Other debtors	356,236	47,167
Prepayments and accrued income	296,681	133,573
	6,946,200	546,300

Amounts owed by group undertakings are unsecured, have no fixed repayment date, are interest free and repayable on demand.

Trade creditors	381,399	330,216
Amounts owed to group undertakings	187,177	278
Other creditors	319,439	21,183
Accruals and deferred income	238,388	651,432
	1,126,403	1,003,109

Amounts owed to group undertakngs relates have no fixed repayment date, are interest free and repayable on demand.

Page 16

MA MICRO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.	Creditors: amounts falling due after more than one year
		2024	2023
		£	£

Convertible loan note	7,373,169	6,616,592
Amounts owed to group undertakings	18,072,372	5,128,566
	25,445,541	11,745,158

Amounts owed to group undertakings relates to an intercompany loan which attracts interest of 7% above EURIBOR, is repayable on 31 December 2028 and secured by a fixed charge over the assets of the company.

The company granted a convertible loan note on 31 August 2023 for €15,000,000 with the option to convert at any time for 20% of the equity. If not converted, the loan shall be repaid at par by 31 August 2028. The company attributed the debt component using an interest rate of 10% above the base rate to the discounted cash flows.

12.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

3,071,404 (2023 - 3,071,404) A Ordinary Shares shares of £0.001 each	3,072	3,072
357,140 (2023 - 357,140) B Ordinary Shares shares of £0.001 each	357	357

	3,429	3,429

The A Ordinary and B Ordinary shares of £0.001 each have full voting, dividend, and capital distribution rights; they do not have any rights on redemption.

On 28 May 2025 the company issued 349,282 D Ordinary shares with a nominal value of £0.001 per share for a consideration of £349.

The shares have no right to vote attached to them. The shares have full dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption.

Not later than 1 year	160,354	107,405
Later than 1 year and not later than 5 years	1,282	92,300
	161,636	199,705

Page 17

MA MICRO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.	Related party transactions

The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.

Transactions with other related parties are as follows:

Relationship	Transaction	Amount		Amount due (to)/from related parties
		2024	2023	2024	2023
		£	£	£	£

Motion Applied Limited (common directors)	Interest	-	72,351	-	-
	Capitalisation of debt	-	3,018,000	-	-
	Management recharges	-	278,250	-	-

Amounts owed to related parties are unsecured, interest free and due for repayment within one year.

15.	Controlling party

In the opinion of the directors, the company's immediate parent as at 31 December 2024 is MA Micro Holdings Limited. MA Micro Holdings Limited is wholly owned by Marc Joseph Meyohas.

The ultimate parent undertaking and the smallest and largest group to consolidate these financial statements is MA Micro Holdings Limited. Copies of the MA Micro Holdings Limited consolidated financial statements are available from Companies House, Crown Way, Cardiff, CF14 3UZ.

16.	Auditor's information

The auditor's report on the financial statements for the year ended 31 December 2024 was unqualified.

The audit report was signed on 23 December 2025 by Mark Hart FCA CTA (senior statutory auditor) on behalf of Blick Rothenberg Audit LLP.

Page 18